Before the deal: preparing the business for sale
The most valuable legal work on a business sale happens before there is a buyer. Businesses are bought and sold on the quality of their paperwork as much as their trading record. Contracts with customers, the property lease, employment documents, intellectual property and shareholder arrangements: when a buyer's advisers find these in order, the process is fast and the price holds. When they find gaps, the price moves — or the deal stops.
A solicitor can carry out a pre-sale review that finds the gaps while there is still time to fix them. A contract that was never signed, a company car owned personally, a trademark in the founder's name rather than the company's: each of these is a due diligence query that becomes a price negotiation. Fixed in advance, it is a footnote.
This is also the moment to decide the structure: are you selling the shares in the company, or the business and its assets? Share sales transfer everything, warts and all. Asset sales let the buyer choose what to take — but each transferred asset has to be dealt with individually, including staff, contracts and any property.
Heads of terms and exclusivity
Once a buyer is found, the deal is usually sketched in heads of terms: price, structure, what is included, timescale, and whether the seller stays involved. Heads of terms are mostly not legally binding — but the exclusivity period within them usually is, which means the seller agrees not to talk to other buyers for a set time. Exclusivity should be short enough to keep pressure on the buyer and long enough for due diligence.
This is the right moment for the solicitor's first real input on deal risk. A price payable over three years with no security is a different proposition from cash on completion. A retention held against a specific customer leaving is a promise about somebody else's behaviour. These mechanics belong in the heads of terms, not in a conversation at completion.
Fixed-fee advice at this stage costs a fraction of the value it protects. The most expensive legal advice in a business sale is the advice taken too late to change anything.
Due diligence, disclosure and the agreement
Due diligence is the buyer examining the business, and it lands on the seller as a deluge of document requests and questions. The solicitor's job is to manage it: a data room organised by topic, answers that are accurate but not volunteered beyond the question, and a record of what was disclosed. Everything the buyer is told in due diligence should be capable of being repeated in the disclosure process.
On a share sale, the seller gives warranties — statements that the business is as described: accounts are true, tax is paid, contracts are valid, no litigation. The seller then 'discloses' against the warranties anything that is not true, which carves it out. Disclosure is where the deal is actually priced: a warranty that cannot be disclosed is a liability the seller is keeping, and the buyer knows it.
The sale agreement itself then pulls it together: price and payment mechanics, warranties and their limits, restrictive covenants preventing the seller competing, and the conditions that must be satisfied before completion. In an asset sale there are also transfer documents for each asset, and TUPE applies to the employees.
Completion and after
Completion day is choreography: money moves, share transfers or asset transfers are executed, resignations and appointments are filed, keys, passwords and bank mandates change hands. A completion checklist agreed days in advance turns a day of improvisation into an afternoon of ticking boxes.
Afterwards, most sellers have continuing obligations: warranty claims can surface for months or years, deferred payments fall due, and restrictive covenants have teeth. Keep the disclosure records — if a claim arrives, the disclosure bundle is the seller's defence.
Burns & Co. Legal acts for sellers and buyers on business and share sales at fixed fees agreed in advance, so you know what the process costs before you commit to it. If you are considering a sale — this year or as part of a longer plan — a preparation conversation now is the cheapest one you will have.